to Acquire the Properties Sample Clauses

to Acquire the Properties. UUUU In the event that the Company does not acquire the Properties pursuant to the Purchase Agreement, then: (1) the Company shall engage in no other activities, (2) BREA shall cause the dissolution and orderly liquidation of the Company (subject to the completion of the activities set forth in Section 2.5 in connection with the return of the Deposit), and (3) except for the Members’ internal costs and legal expenses in connection with the negotiation of this Agreement, for which each of BREA, ESC and Columbia shall bear its own costs, all due diligence costs incurred by the Members shall be reimbursed by the Company; provided, however, that (x) if the failure to timely acquire the Properties is intentionally caused by facts or circumstances that constitute a breach or default of a Member or an Affiliate under this Agreement, the Purchase Agreement, or any Collateral Agreement, then such Member shall reimburse the other Members for its costs and expenses under or in connection with this Agreement and neither such defaulting Member nor any Affiliate thereof shall pursue the acquisition of any interest in the Properties for the 24-month period after the dissolution of the Company, and (y) if clause (x) does not apply and if a Member or an Affiliate acquires an interest in fifty percent (50%) or more of the Properties (based on percentage of the cash portion of the Purchase Price allocable to such Properties) (the “Majority of the Properties”) without the other Members or their Affiliates, or assigns or sells rights to acquire an interest in the Majority of the Properties to a third party, on or before the date that is twelve (12) months after the dissolution of the Company, then the acquiring or assigning Member shall bear 100% of all Acquisition Costs and all legal costs of formation and shall promptly reimburse the other Members and their Affiliates for any such costs paid or incurred by them.
Sample 1
AutoNDA by SimpleDocs

Related to to Acquire the Properties

  • Title to the Properties Borrower will warrant and defend (a) the title to each Individual Property and every part thereof, subject only to Liens permitted hereunder (including Permitted Encumbrances) and (b) the validity and priority of the Liens of the Mortgages and the Assignments of Leases on the Properties, subject only to Liens permitted hereunder (including Permitted Encumbrances), in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any losses, costs, damages or expenses (including reasonable attorneys' fees and court costs) incurred by Lender if an interest in any Individual Property, other than as permitted hereunder, is claimed by another Person.

  • Title to Acquired Assets Other than the Security Interests set forth on Section 2(d) of the Disclosure Schedule (which shall be released at or before the Closing) the Seller has good and marketable title to all of the Acquired Assets, free and clear of any Security Interest or restriction on transfer.

  • Leases of the Property Borrower shall comply with and observe Borrower's obligations as landlords under any leases of the Property or any part thereof. Borrower shall furnish Ocwen with executed copies of all non-residential leases hereafter made of all or any part of the Property, and all non-residential leases hereafter entered into will be subject to Ocwen's prior written approval, which approval shall not be unreasonably withheld. Borrower shall provide copies of all residential leases to Ocwen within thirty (30) Business Days after Ocwen's request therefore. Unless otherwise directed by Ocwen and except for non-residential leases, all leases of the Property made after the date hereof shall specifically provide that such leases are subordinate to this Instrument; that the tenant attorns to Ocwen, such attornment to be effective upon Ocwen's acquisition of title to the Property; that the tenant agrees to execute such further evidences of attornment as Ocwen may from time to time request; and that the attornment of the tenant shall not be terminated by foreclosure. In addition, all lessees (other than lessees under residential leases) of all or any part of the Property shall execute a Subordination, Attornment and Non-Disturbance and Estoppel Certificate in substantially the same form attached hereto as Exhibit B or as agreed to by Ocwen. Except for residential leases amended, modified, executed, surrendered, or terminated in the ordinary course of Borrower's business, Borrower shall not, without Ocwen's written consent, which consent shall not be unreasonably withheld, execute, modify, surrender or terminate, either orally or in writing, any lease hereafter made of all or any part of the Property, permit an assignment or sublease of such a lease, or request or consent to the subordination of any lease of all or any part of the Property to any lien subordinate to this Instrument. If Borrower becomes aware that any tenant (other than a residential tenant) proposes to do, or is doing, any act or thing which may give rise to any right to set-off against rent, Borrower shall (a) take such steps as shall be reasonably calculated to prevent the accrual of any right to a set-off against rent, (b) notify Ocwen thereof and of the amount of said set-offs, and (c) within ten days after such accrual, reimburse the tenant who shall have acquired such right to set-off or take such other steps as shall effectively discharge such set-off and as shall assure that rents thereafter due shall continue to be payable without set-off or deduction.

  • Title to the Property Borrower will warrant and defend the title to the Property, and the validity and priority of all Liens granted or otherwise given to Lender under the Loan Documents, subject only to Permitted Encumbrances, against the claims of all Persons.

  • Sale of the Property To the extent permitted by applicable law, Grantor hereby waives any and all right to have the Property marshalled. In exercising its rights and remedies, Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property.

  • Access to the Property Borrower shall permit agents, representatives and employees of Lender to inspect the Property or any part thereof at reasonable hours upon reasonable advance notice.

  • Use of the Property Borrower will use, or cause to be used, the Property for such use as is permitted pursuant to applicable Legal Requirements including, without limitation, under the certificate of occupancy applicable to the Property, and which is required by the Loan Documents. Borrower shall not suffer or permit the Property or any portion thereof to be used by the public, any tenant, or any Person not subject to a Lease, in a manner as is reasonably likely to impair Borrower’s title to the Property, or in such manner as may give rise to a claim or claims of adverse usage or adverse possession by the public, or of implied dedication of the Property or any part thereof.

  • Ownership of the Property Borrower shall take all necessary action to retain title to the Property and the related Collateral irrevocably in Borrower, free and clear of any Liens other than Permitted Liens. Borrower shall warrant and defend the title to the Property and every part thereof, subject only to Permitted Liens, in each case against the claims of all Persons whomsoever.

  • Title to Properties and Assets Each Group Company has good and marketable title to all respective properties and assets, in each case such property and assets are subject to no Liens. With respect to the property and assets it leases, each Group Company is in compliance with such leases and holds valid leasehold interests in such assets free of any Liens.

  • Title to Properties The Company and each Subsidiary have good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

Time is Money Join Law Insider Premium to draft better contracts faster.